One Summer
by phillydragonldy
Summary: When Crater Lake shuts down in the middle of a blazing summer, Clark and Chloe need to find a new retreat. In a place all their own, will things heat up before summer ends...or will fear cool their feelings? Timeline: This is my own better version of Summer S5. Rating varies by chapter: K through M
1. Chapter 1

Written for **secret_chlark** 2015 for **futurescribbler** Original prompt: sun, fun, water

* * *

Clark didn't feel the air temperature in the same way as most people, so he mainly looked to others around him to know how he should react to the weather. If his mom told him it was cold, he grabbed his jacket. If his dad had on his normal jeans and shirt, Clark knew he would be fine with just a tee and jeans of his own.

He also knew it must be unbearably hot outside when his dog, Shelby, chose to stay inside the coolness of the house instead of following him around while he did chores on the farm.

Today the golden retriever lay sprawled full length on the floor of the Kent's kitchen, trying to soak up the coolness of the floor by osmosis. The old air conditioner was trying to fight the heat, but the size of the room and Clark rushing in and out wasn't letting the temperature approach anything close to comfortable for the silky-furred dog.

His chores done, Clark burst back into the kitchen one final time and looked down in amusement at the suffering canine. Shelby's expressive eyebrows quirked up at Clark and his tail thumped weakly, but he clearly had no intention of putting out any further physical effort in the heat. The woebegone look of his friend made Clark burst out in sympathetic laughter. He knew what the dog was hoping for with such a pitiful expression.

"Alright boy. You win. We'll go down to the lake."

With those magic words, Shelby instantly transformed into an energetic ball of flying fur and enthusiasm, racing in circles and attempting to bathe Clark in sloppy, excited kisses. Grabbing up the truck's keys, Clark scrawled a quick note for his parents and rushed outside with Shelby leaping joyfully around him. Once into the truck, Shelby promptly stuck his head out the window and lolled his tongue in the way of dogs and cars everywhere. As they got closer to town, Shelby started whining and looking at Clark inquiringly then off in the direction of a certain house.

Subtle, the dog was not.

Clark laughed aloud. "Alright, boy. We'll see if Chloe wants to go too."

Shelby went into a fit of joyful barking then stuck his head back out the window until they approached the small house Chloe and her father were now renting. Clark noted Chloe's car was in the driveway, so they might be in luck in finding her home. He opened the passenger side door and Shelby leaped out. But instead of heading up to the house's front door, the dog instead raced around to the back. A moment later, Chloe's squeal of dismay and splashing could be heard. Clark rushed back to see what had happened, hoping Shelby hadn't gotten into any trouble in his excitement to see his favorite non-Kent. The sight that awaited him had the normally sure-footed Clark almost stumbling to a stop.

A very wet, very surprised Chloe sat laughing in a low-slung beach chair with a very enthusiastic, equally wet Shelby in her lap, attacking her face with sloppy kisses as she futilely tried to push him away. But for reasons Clark couldn't even guess at, Chloe had set up her beachchair in the middle of a colorful kiddee pool patterned with smiling sea-life. The pool wasn't very deep, only just hip-level on the chair, but for the life of him, Clark couldn't figure out why Chloe would set up such a strange arrangement.

Shelby had finally calmed down enough to sprawl himself on top of Chloe's lap. Happy and comfortable, his mouth opened in a wide doggie grin as the water of the pool lapped against both girl and dog. Sighing, Chloe dug her fingers deep into the dog's wet fur, giving him a good scratch. Shelby's submerged tail wagged in delight, making little waves ripple in the water.

Sunglasses perched precariously askew on the end of her nose and water dripping from her soaked hair into brilliant green eyes, Chloe finally looked up at Clark with a bright smile. The dancing laughter in her eyes and warmth in that smile managed what temperature alone hadn't. The day finally seem heated to Clark. "Heya, Clark. What brings you guys by?"

Clark found himself suddenly feeling foolish when he realized he probably should have called first to tell her they were coming over. That way Chloe could have...finished whatever it was she had been doing. Looking down sheepishly, he noticed a cup with the logo of The Talon bobbing by in the kiddee pool's water. The cup - now empty of its original contents which Shelby must have knocked into the pool - bobbed almost accusingly at him. "Oh, uh, Chloe. We were just on our way to..." _Actually, what had she been doing?_ "Wait. What are you doing exactly? Why are you sitting in a beach chair in a kiddee pool?"

Chloe blew a breath out at a stray piece of wet blonde hair that flopped over one of her eyes. Twice. The hair was quite stubborn. Eventually she withdrew one of her hands from where it was buried in the dog's fur to push the lock of hair behind her ear and straighten her sunglasses. Shelby looked back at her mournfully as his scratching was momentarily reduced by half. Finally, Chloe replied. "Well, Clark, you may not be aware of this, but it is about 1000 degrees out today and our air conditioner gave up the ghost last night."

Clark took a moment to look over the odd setup once more. "So, you set up a chair in a kiddee pool?"

He couldn't see her eyes clearly with the large sunglasses back in place, but he felt the weight of her stare saying _Obviously._

"Ummm, Chloe...why not just go down to Crater Lake? It would surely be more...umm...comfortable than..." Clark gestured at her setup. "This."

Clark could see the gears working in Chloe's head before she replied. "Oh, so I guess you haven't heard, then."

Confused, Clark asked, "Heard what?"

"Crater Lake is closed. Some sort of contamination. My guess is it is something from Luthorcorp. I was going to check it out tonight, when the temperature dropped a few degrees below surface-of-the-sun-hot, but until then..." She shrugged. "This was the best I could come up with."

"Why not just go to The Talon? They have air conditioning, right?"

In response, Chloe lifted the empty plastic cup from the pool water. "I did." Switching her gaze to Shelby, she tapped the dog's nose. "You owe me an iced coffee," she told him. Shelby tried to look contrite, but didn't quite pull it off. Switching her gaze back to Clark, she continued, "The problem is, I am not the only person suffering from lack of air conditioning. The place was a madhouse. I barely got in and out with my drink and my life."

Concern sparked to life in Clark's chest. "Should we go help? Lana might need..."

Chloe was already shaking her head. "I offered, but she already has plenty of staff. I think we'd just be underfoot."

"Oh, okay." Truthfully, Clark was glad he wasn't needed. Things with Lana had ended...badly. But he still wanted to be there as her friend.

"So that brings us back to my little attempt to cool off here." Chloe gestured at her setup. "Honestly, I thought it was kind of genius."

Clark couldn't help but smile in response. "Yeah. Shelby thinks so too."

Shelby's tail caused more waves in the little pool as it wagged.

Chloe smiled again, looking back up at Clark. "I'd offer you a spot too, big guy, but I don't think there is room for three in here. And Shelby got here first."

Clark grinned in reply, sensing that he had a much better solution to offer her - one he couldn't have offered before she knew his secret. "Well, Chloe, what if I said I knew a great swimming spot just a few minutes away that has plenty of space for all three of us?"

Chloe reached up and lowered her sunglasses so she could peer up at him more clearly. "I'd say 'tell me more of this magical oasis, great keeper of the mystical waters'."

Clark ginned, enjoying the easy camaraderie. "It's this great forest pool with a little shoreline and the water is so clear you think you could touch the bottom just by reaching, but it is actually so deep that you'd never reach it on a single breath. And the light is dappled because of the overhanging trees, but-"

Chloe had started laughing, cutting him off. "Alright, already. Where were all those poetic words when you wrote for _The Torch_? Anyway, you sold me on it at 'forest pool'. I'm in. Take me to this wondrous place."

Clark smiled at her light teasing, pleased with himself.

Chloe pushed at Shelby, who looked at her accusingly for trying to move him from his new favorite place. That is, until Clark whistled for him. Then the dog leaped out of the water, only to shake a moment later, water and fur flying everywhere, covering Clark and - judging by the squeal - Chloe too.

Clark looked up from where he had been sheltering behind his forearm, grin ready for when he saw Chloe's dishabille, but the expression froze on his face when he saw her.

Forgotten were the silly setup of chair and pool with frolicking cartoon sea-life - all his attention was now rivetted on the glistening wet woman standing there in a beautifully sleek and well-fitted red bikini. Clark felt his bottom jaw drop open at the sight...and closing it again at this moment was not one of his abilities.

He'd had no idea Chloe was wearing... _that!_ Seventy-five pounds of wet dog in her lap had completely obscured the scantily-clad state of her when she had been sitting. But _now..._ he'd had no idea that Chloe even _owned_ such a thing as that sleek red bathing suit.

He'd also had no idea that Chloe owned the... _things_...that were filling out that little red bathing suit.

Holy smokes...Chloe had _breasts._ **Awesome** breasts. And hips. Amazingly curvy hips that merged into a nicely dipping waist.

When had that happened? How had he not _noticed?_

* * *

 _Why is Clark looking at me so weirdly?_ Chloe thought.

"Uh...Clark? You...ok there?" she asked. Then she remembering she was in a bikini and not her normal public one-piece, she reached down and she lifted the (mostly) dry towel that had been on the far side of her little pool and wrapped it around herself.

Looking back at Clark, she saw he was still gaping. _Seriously, what was wrong with him?_

* * *

A large towel was pulled on and suddenly covered up all the new and fascinating things Chloe had. Things that that had burned themselves into the backs of his retinas. Suddenly Clark found himself wondering how Chloe would feel if he used his heat vision to set her fluffy white towel aflame so he could see those interesting things again.

Then sanity returned.

Clark felt his lower jaw snap shut again with an audible click of teeth. Blood rushed to his cheeks in embarrassment, aware now that he had been staring rudely. At Chloe. At Chloe's breasts. And hips. And...

He suddenly snapped his eyelids shut and turned around as his eyes did indeed start to burn.

As if sensing his distress, though not really understanding it, Chloe put a hand on his shoulder in a gesture of friendly concern. "Clark, you ok?"

The gentle touch - like one of a thousand they had shared over the years - succeeded in calming Clark, and he was able to open his eyes again. When her hand left his shoulder, and he found himself already missing it. That easy physical contact between them was one of his favorite things about their friendship. Especially now that Chloe knew his secret. She could easily have seen him as a freak because of his origins, but she never had. He should be just be grateful for that, and forget about...other things.

Because surely it was just a fluke that seeing her in that sleek bathing suit had turned him on to the point that his heat vision had started kicking in.

With only a little effort, he forced his expression to relax into a reassuring smile. "It's nothing. So...how about we head out to that place I told you about?" His voice went up hopefully on the last part.

Chloe was still looking him over as if expecting he would need help and she had every intention of assisting.

He quickly quashed the distracted thought of how she could "assist."

"Alright, Clark. Let me just go inside and change and-"

"Change?!" Clark interjected. "Why would you change? You look amazing and -" Clark bit back the words before he could continue to embarrass himself.

"Clark, are you sure you're ok?"

"Yeah, yeah, fine. It's just I've never seen you in a bikini before. You look really great and it's already wet, so why change? We are just going to go swimming again, after all."

* * *

Clark was definitely acting weird. Even so, how could she explain things in a way that wouldn't make her seem neurotic?

"Well, it's just...I don't usually wear this out," she tried explaining lamely. And it was true. Out behind the house like this it wouldn't matter if she didn't pull off the look like Lois or Lana would have. She could just be comfortable.

But going out in public was another story. She hated to admit it, but she became self-conscious, and would don a basic one-piece instead. Usually with a loose cover-up top and shorts on as well.

Clearly not understanding, Clark looked at her in confusion. "Yeah. Why is that anyway? I always thought you didn't have a two-piece, but you do. So why not wear it out?"

Chloe plucked at a corner of the fluffy towel she still wore. "Well, it's just I normally go out to the lake and...my other suits are better for that."

Clark blinked at her in confusion. "Huh? Lana and Lois wear bikinis to the lake all the time. Why can't you?"

Was Clark really that clueless? Did he really not understand that the gorgeous brunettes with their perfect bodies would make her overly feel self-aware?

"Yeah, but they are gorgeous! Tall, with perfectly tanned skin, and thighs and butts that never jiggle. While I -" She stopped mid-sentence at the look of surprise on Clark's face.

Wait. Did he really not see the difference? Could he actually think _she looked good_ in the smaller suit?

* * *

Clark found himself blinking in surprise at Chloe's mini tirade. Did she really think she couldn't pull off the bikini just as well as the other girls? She may not be as tall, but if there was jiggle on her, it was in the right places. He remembered when she would wear snug jeans and tight skirts and...

Dammit, his eyes were getting uncomfortable again.

What was wrong with him? Chloe was his best friend! And she'd become more even than that since learning his secret. She had become his ally and defender. After what had happened with Lana, he knew that was infinitely more important than any attraction. Maybe there had been feelings before between him and Chloe once, but those had fizzled.

And it was better that way.

Wasn't it?

* * *

A strange look crossed Clark's features. A look that was somehow...speculative. The expression made her breath catch and her heart begin to race.

Could it be true? Had Clark...liked how she looked like this? Straightening her shoulders with resolve, she decided to risk it. "Alright Clark, I'll stick with this." Then she paused, as another thought hit her. "Oh, that is unless...ummm..was anyone else coming?"

Clark was instantly confused again. "Just you, me, and Shleby."

Shelby barked and pranced in place as if to tell them to stop all this standing around and get moving. Clark laughed and smiled sheepishly at Chloe. "See, he's ready and so am I."

Chloe let out a laugh. "Alright fine, I just need to grab one or two things really fast, then I'll be out." Then she dashed inside through the back door of the house, leaving the two males waiting outside.

* * *

Familiar with what Chloe considered to be "really fast" Clark shook his head and decided to clean up the little pool Chloe had abandoned. He used the pool's water to quench a thirsty-looking tree nearby and opened out the wet beachchair in the sun to dry. Then he did his best to dry off his wet dog - much to Shelby's displeasure.

After a few minutes, Chloe came back out with a large bag and a bright cover-up dress on. Clark surreptitiously checked to see if the straps of the red bathing suit were still present under the patterned dress. He grinned when he saw they were. Catching his grin, Chloe smiled back and he had the sudden feeling she knew he had been looking.

Feeling foolish again, he covered his awkwardness by sweeping Chloe up into his arms bridal-style. Chloe's response was to squeal in shock and clutch at her bag.

"Clark! What are you-!"

"We'll have to travel like this. It's too far to drive."

"I thought you said it was just a few minut- Oh. Wait. Right." She looked at him with calculation in her gaze. "This isn't a local spot, is it?"

Clark grinned down, happy again that he no longer had to hide things from her anymore. At least not things about his powers. "Nope." Then without further ado, he called, "Shelby!" The dog made a great leap...onto Chloe. She let out another squeal of surprise at once more having her lap filled with partially-dry dog. This time Shelby had the good manners to look sorrowful as he settled into the girl's embrace.

Spitting dog fur out of her mouth, Chloe looked at Clark sternly. "I really do hope this is as close and amazing as you say, because this is by far the oddest beach-going assemblage ever."

Clark grinned down at her for just a brief flash, then with a cheerful, "Hang on!" he ran.

* * *

As promised, it did only take Clark a few minutes of running to get to their destination - but it was exhilarating. The only other time he had run this fast with Chloe was when he had been racing to save her life after she had inadvertently followed him to the Fortress in the Arctic. Then he'd been terrified by her uncontollable shivering and bluing lips - fearful she would die of exposure before he could get her somewhere safe and warm. But this time, as he raced through the fields and plains of Kansas, her smile was exhilarated and radiant - even with their doggie chaperone in her lap.

When he finally slowed to a stop at the promised swimming spot, her eyes shown with excitement as she grinned at him. He found himself grinning back down at her, sharing her elation. Most of the time his powers were either a burden, or a life-and death matter. He used them sometimes in small ways, like getting through chores faster or cooking with heat vision, but this was different. This felt like he had just used his powers for the sheer joy of it...and he loved being able to share it with her.

For just a moment, holding her shining smile, he had a sudden urge to kiss her. He wondered if she felt it too as he watched some of the exuberance in her expression kindle into something else. Something just as powerful, but...warmer.

Then seventy-five pounds of half-dry fur struggled up from Chloe's lap with a joyous bark. Shelby leaped out of her arms and raced away through the trees, barking in excitement at being back to a place he clearly knew well.

For just a moment, Clark was unsure what to do, but Chloe's laughter broke the his stasis, and when he smiled down at her, he saw only with their usual camaraderie.

"Well, it seems like Shelby wants to take the rest of the tour from here."

"Yeah," Clark agreed, carefully putting Chloe down onto her feet again.

* * *

Hoisting her bag over her shoulder, Chloe followed the trail that Shelby had shot down. A moment later, the trees broke onto the most beautiful forest pool imaginable. As promised the water was clear as crystal, and Chloe could see little fish and brilliantly green water plants in the depths. The trees shaded the small strip of beach with dappled light, giving the pond a serene, private atmosphere like some sort of forest grotto. The only offset to the serenity of the place was Shelby happily doggie-paddling around in the clear water.

"Wow." Chloe said in amazement at the beautiful scene. "Just wow. Clark, this is gorgeous."

Clark came up behind her, smiling. "Yeah, I thought you'd like it."

Turning back to face him, she asked, "Why haven't we ever come here before?"

Rubbing the back of his neck in an unusually shy gesture, Clark explained, "Well, it would be a bit of a trip normally."

"Really? Where are we?"

"Canada."

Chloe blinked in surprise. "Oh, wow. You really are fast."

"Bart is faster."

"Bart? The kid that made a pass at me at the Talon?"

"Yeah." Clark's voice was a bit deeper sounding now, which was strange.

"Really?"

"Yeah. By a lot."

"Wow. Maybe I shouldn't have turned him down when he asked for my number."

Giving him a wide, teasing grin, Chloe turned back to the beach, already unslinging her bag from her shoulder. A moment later, she had spread out a blanket on the narrow strip of shore and unloaded towels and sodas for both of them. Once everything was set up to her liking, she stripped the cover-up dress off and threw it to the far edge of the blanket, once more revealing the red bikini.

* * *

Even turned away from him, the sight of so much of her made Clark's mouth go dry. Her hair tumbled just to her shoulders, windblown and wild from the speed of the run. Her skin was smooth and glowing with a delicate spray of freckles and highlighting instead of detracting from the creamy color of her. Clark remembered the first time he had been exposed to Red-K and had used his x-ray vision on her backside and discovered a birthmark on her left butt cheek. Though her bikini bottom was still full enough to cover it, he found his gaze locking onto the spot where he remembered that still-covered mark lay. Climbing to her feet, Clark realized Chloe was looking back at him and speaking. The words took a moment to filter through to his brain.

"Yeah. Yeah. Of course I'm coming in," he replied.

Chloe's answering grin caused one to cross his own face before she turned away and raced into the water, casting up great splashes and laughing.

Clark's grin spread even wider. That was one of his favorite things about Chloe. She never did anything half-way.

With his own wide grin, Clark discarded his own tee shirt and raced into the water after her, diving under as soon as it was deep enough. As he surfaced in a noisy spray, pushing his dark hair from his eyes, a great plume of water hit him, making him splutter. Chloe laughed madly in reply and started swimming away as fast as she could. Of course, he was faster, and with a wide grin, he grabbed onto her ankle as she tried to flee. Giving her a second to catch a breath, he pulled her underwater with him then let go once she was thoroughly dunked. They burst out of the water together, laughing and spitting out water. Splashing him again more mildly, Chloe said, "Jerk!," though there was only humor in her voice. That set off another round of them chasing and splashing at each other, with Shelby trailing behind doggie-paddling and grinning.

After a while, Shelby went back to shore and Chloe grew tired and let Clark catch her. "I'm not used to so much swimming. I'm exhausted," she declared, wrapping an arm around his neck companionably, letting him support them both in the water as she panted. Clark, of course, wasn't the least bit tired and grinned at his friend's exhaustion. Chloe grinned back, but her heavy breathing and the buoyancy of the water caused interesting things to happen to her bikini-clad breasts. Suddenly, Clark didn't feel quite so companionable with her arm around him.

He quickly let her go, "We should head back to shore then." He flashed his lopsided smile, then with strong pulls through the water with his long arms, he crossed over to the beach with their blanket, leaving a confused Chloe behind.

* * *

They lay stretched out on the beach blanket, letting the warmth of the air evaporate the moisture from their skin.

Chloe turned her head to look at the bronzed, blissful face of her best friend, and felt her heart contract painfully. It would be so easy to completely lose her heart to him all over again. He was so beautiful - inside and out, but she knew how dangerous that would be. Clark would never look at her the way he looked at Lana, even if he had taken _her_ here, and not the brunette.

Though he'd had this expression in his eyes a few times today...

She quickly shut down that train of thought. Only pain lay that way, and she had no desire to taint the memories of this beautiful day. She knew today was a memory she would always treasure.

"Clark?" she inquired gently. His eyes were closed, but she didn't think he had fallen asleep.

"Hmmm?" he rumbled in reply, not opening his eyes.

She took a steadying breath. "Thank you for this, Clark. Thank you for bringing me here."

His eyelids opened, revealing gorgeous, guileless blue eyes. His full lips curved into a smile. "You're welcome, Chloe."


	2. Chapter 2

Even after Crater Lake was once again declared safe, Clark and Chloe continued going to "The Grotto" as they liked to call it. After all, most of Smallville went to Crater Lake, but the forest pool had become a special place for just the two of them...along with their doggie chaperone.

The Grotto was also the only place outside her own yard that Chloe would don a bikini. The wardrobe change was quickly noticed by Shelby, who upon seeing Chloe in a two-piece, grew excited for a visit to his favorite place with his best people. For Clark though, the excitement was for a different reason. He really liked how Chloe looked in those bikinis, and while he didn't tell her so, they were a big part of why he most often wanted to return to the secluded spot.

Once alone again in their beautiful place, the two teenagers would chase each other around the pool, laughing and splashing like children until they became exhausted. Then they would float quiet and still, watching the fluffy clouds through the canopy of trees overhead, arms linked like otters so they wouldn't drift too far apart.

Sometimes they would explore the rocks and foliage in and around the pool for unique and shy aquatic life. Chloe would never let Clark forget the time a curious little fish swam up his suit, making Clark scream and flail at his groin. Ever after, the mere thought of it would cause Chloe to erupt into streams of endless, snorting giggles as she gasping out things like "Did you think it was a kryptonite _minnow?_ " or "Don't let anyone find out about your fatal flaw - guppies!"

But when they were soaked and tired, they would emerge to lie on the beachside blanket and talk for hours, munching on sandwiches and sodas.

The hours they spent there were some of the happiest Clark had ever known. Alone with his best friend and his dog in this magical place, Clark didn't think he could be any happier.

Then one day, everything changed.

* * *

Clark felt warm and happy under the stippled rays of the sun on the shoreline of their pool. As she sometimes did, Chloe hadn't put back on a cover-up when they had emerged from the water, choosing instead to let the sun dry the water from her skin. Clark stretched out on the blanket, and folded up one arm to pillow his head. Chloe laid down next to him, but instead of using a towel as a pillow as she normally did, she instead used his shoulder. He felt her relax against him with a little sigh and smiled. Her hair was cool and silky-feeling on his skin and had a fresh smell from the pool's water. As they lay together, her body's heat was warmer even than the summer day where it touched his own. They didn't normally cuddle, but Clark found the position easy and comfortable. Enjoying the feel, he used his free arm to wrap around her and pull her even closer.

Opening his eyes, he tilted his head down to give an easy smile at the girl curled against him, but the expression faded when he caught her looking back at him...with something heated in her eyes. Want.

His breath caught at the look and Chloe's gaze darted away, but it was too late. He'd seen what lay in her eyes, and it had triggered something deep inside him. Something he'd known, but had been pushing away. He wanted her too.

The girl in his arms wasn't just a girl. She was a woman, and a beautiful one too. But more even than that, she was...

"Chloe..."

Just her name breathed on a sigh escaped his lips. Desire. It ran fast and hot through his veins then, and his head dipped down to hers.

Her lips were warm from the sun and both soft and firm as they met his. He marveled how the shape of them fit together with his own so perfectly. He forgotten that from their other kisses. Kisses few and far between, and most often rushed things that had taken him unawares. This was different. Slow and warm like honey left in the sun, the kiss unfolded between them. First gentle and slow as they explored the shapes of each other lips, then with gentle pressure and teasing nibbles and darts of tongue. Clark shifted slightly so he could better wrap around Chloe's small body, giving them better access to each other's mouths. Her hands drifted up into his hair, and he felt fingers that moved so easily over a keyboard grip onto him with more intensity than she had ever given to any story. His own hand freed itself to rest gently on her waist. The dip there had fascinated him since he'd first seen it when she had stood up from that silly kiddee pool in this same bikini. Feeling emboldened by her groan of desire into his mouth, Clark moved his hand lower to her hip and he squeezed gently, loving the feel of firm but pliant flesh there.

 _"Clark?"_

He mumbled a reply.

 _"Clark, honey, you need to get up."_

"I am up," he rasped in reply.

Someone shook him gently. Clark's eyes snapped open and he saw his mom looking down at him quizzically. Confused, Clark met her gaze. It took him a moment to realize he must have been dreaming. Flames burst to life in his cheeks as he realized the nature of the dream his mother had interrupted...and its influence on his body. Frantically, he grabbed the covers and bunched them around his waist to disguise his body's very potent reaction to the dream. His mortification only increased when panting dog breath hit his face. The warm shape that had been cuddled next to him? It was actually Shelby.

Groaning in dismay, at the dream he had spun, Clark buried his red face in his hands.

He heard his mom ask, "Clark, honey. You ok? You were making some weird noises. Bad dream?"

If possible, Clark felt himself turning even more red, but he dropped his hands from his face. "No. I'm fine. It wasn't, umm...bad. Just...um..different..."

She reached forward and felt his red face as if checking for fever. "You sure you are ok? You are all red. You want to talk about it?"

"NO!" he nearly shouted, causing Martha to step back in alarm. He modulated his tone. "I mean no. Sorry, mom. Thanks, though."

"Oh, ok, if you are sure. Well then, can you get dressed and come down to breakfast, please? Your father needs help fixing the tractor."

"Sure, Mom. Of course," he replied hopping to his feet, hoping his body's fading reaction wouldn't be noticeable. Shelby got up as well and jumped down from the bed. He followed behind the departing Martha with a happily wagging tail, ready for his own breakfast.

Looking around his room, Clark expected something to appear different, but it wasn't. The room, the day outside, everything was completely normal. But routine as it all seemed, Clark knew things had changed. After that dream, he couldn't deny it any more.

He was crazy about his best friend.

* * *

"You're it!" Chloe cried, splashing away through the water of the forest pool.

Clark watched her trying to escape with a grin. They both knew he could catch her easily - even without superspeed. But that was no fun. The fun was in the chase, and catching her where she didn't expect him to be. So watching the trail she made through the water, he closed his eyes and ducked under. When he resurfaced ten feet away, he burst up with a grin ready for the surprised Chloe. Only...she wasn't there. Confused, he swam in a circle, looking for where she might have gone. The pool wasn't that big, but he didn't see her. He just started to worry when suddenly, he felt a pull on his own ankle and let out an undignified yelp that turned into a swirl of bubbles as he was pulled under. Under the churning waters, he was confronted with Chloe's smiling face and hair floating dreamily for a moment before she shot back to the surface.

In his distraction, she had managed to sneak up on him under the water!

Grinning now, he too shot back to the surface, laughing and accusing her, "You lied! You said I was it!"

Grinning back she replied, "You were, but I so rarely get the chance to pull a fast one on Clark Kent that I had to take the advantage."

"You know I'll have to get back at you now."

She mock-glared at him with narrowed eyes. "Just you try it, superboy."

Narrowing his own eyes in response, Clark shot through the water at her, wrapping his arms around her waist and swirling them around in a cascade of splashing water. The huge waves they cast out as they circled were quite beautiful and set both of them to laughing in joy. Whirling them in circles, Clark slowly made his way to shallower waters. Once he felt both their toes drag along the soft sands lining the bottom of the pool, he let the waves die down slowly and grinned down at the soaked Chloe still clinging to him. Water droplets coated her face and clung to her eyelashes, sparkling in the dappled light of the grotto.

Nothing had ever felt so right as having a warm and happy Chloe in his arms. Her eyes, always such a brilliant green, almost glowed with light and laughter. Her skin - so very bare in a slim 2-piece blue striped suit - was warm and inviting as the sun's rays where it touched his own. It wasn't a conscious decision, but between his dream and the feel of her body - lithe, but soft and delicious, tangled around him - the friendly, teasing embrace changed. Holding her eyes, which were darkening with uncertainty, he reached up and gently stroked her cheek. Last night's dream had finally forced him to confront the fact he'd been suppressing a growing desire for her for months. And now, he couldn't imagine pushing it away any more. Chloe made a small sound, and he pulled her even closer, seeking...something. He paused again when he felt her stiffen, afraid he had misunderstood her initial reaction. He moved to drop his arms so she could pull away...but then she relaxed against him.

And Clark saw then that his dream was right. She was a beautiful woman, yes, but she was also Chloe. His best friend, his ally, and his partner. And at this moment, in his arms, she was everything he had always wanted, looking on him with glowing eyes and softly parted lips.

"Chloe..." Her name like a prayer of thanks, breathed on a sigh escaped his lips, even as his head descended.

They had kissed before, of course. In fact, she had been his first kiss. But this was different. It felt like their first real kiss. He didn't know how she had known what he was about to do, when he hadn't even known. He had, in fact, been fighting the feeling all day. But she was ready for him, her lips rising to meet his half-way. Her lips were dewy with the water of the pool, but he still tasted the slight tang of cherry lip-balm and cola in a way that would forever after cause him to associate Cherry Coke with Chloe. Her lips were both soft and firm and the lovely bow-shape of them fit perfectly with his own. He remembered the kisses she didn't from the back of Pete's car and The Talon when he had been dosed with Red-K and she'd had a mind parasite. Suddenly, he wished that she too could have those memories, and found the kiss turning more heated as he poured the passion of those forgotten kisses into this one. He felt her mouth opening under his and his tongue swept inside, teasing and stroking hers as they had years past. The taste of her was drugging, as was the feel of her skin as his hands moved over her body in the water. Even though the water was warm, he felt her shiver in response. His own body had turned rock hard, which made the softness of her own seem even more appealing. Pressing into her, a groan tore from his throat as she cradled him against herself for a moment. Then she pulled away.

"Clark..." she said his name on a sigh, but he felt his chest contract at what he felt in that one word.

She wanted him to stop.

Disengaging from her slowly, but still keeping one hand on her face, he met her eyes, searching for why she had pulled away. The green of her irises had deepened with desire, but he saw a shade of pain he didn't understand in their depths.

"We should go..." she said, turning from him and making her way up to the beach.

* * *

 _Stupid! Stupid! Stupid!_ Chloe accused herself. She knew better! She knew not to let Clark Kent under her skin or into her heart. Despite what she felt, her love was not safe with him, he'd been careless with her feelings too many times. He didn't really see her as anything more than a friend, she reminded herself. Any kiss between them was just a fluke. Rejection was inevitable. How had she forgotten? How could she have let that happen?

Then heated memories filled her mind. Clark's wet, beautiful body pressing her close. The ridged feel of his desire pressing into her own softness. The flickering flames in his eyes.

And the way she had caught him looking at her sometimes when they came here...

NO! It was her imagination. This wasn't real. Clark didn't _really_ want her. Would never really want her, no matter how confused he was now.

She had to stay strong...for both their sakes.

* * *

The kiss didn't repeat, and as the weeks wore on, Clark began to fear for the end of the summer would also bring an end to their visits to The Grotto...as well as his chance with Chloe. She remained his steadfast best friend and ally, but nothing more. And already, north as the forest pond was, the air was growing steadily cooler and would soon to be too cold for swimming. What would he do when they could no longer escape together to their special retreat? Those visits had become so important to him, and he found himself wishing things could always be as they were up there - him alone with the water and the sunlight and Chloe forever.

The thought haunted him as he found himself watching the wheat in the Kent Farm fields grow tall and heavy from his loft in barn. He told himself he was thinking, not moping. He knew Chloe would still be his friend come fall, but she'd become so much more to him in that place. He really wished he had Chloe's way with words, so he could explain to her all she meant to him. The way he thought she sometimes understood when they were at The Grotto together.

But with each passing day, he saw the end of their time in the beautiful place as the end of his chance to tell her that what he felt for her was much more than friendship.

With trepidation, he watched the sun set over the fields of corn and wheat as another summer day passed. He heard the sound of a whine. Looking down he saw Shelby looking up at him sympathetically, his expressive eyebrows working. Clark crouched down and started scratching behind the dog's silky ears. "So what do you think boy? What should I do?"

Shelby's tail wagged, making a thumping noise against the wood floor before he leaned forward and planted a wet lick on Clark's face.

As always, the dog's good humor broke Clark's mope, causing him to laugh even as he pushed the dog away. Of course Shelby would think sloppy kisses would be the answer.

Though maybe the dog wasn't totally wrong...a kiss had opened up the possibility for him in the first place. Should he try again?

But what if Chloe didn't see it that way? Could he risk their friendship in case she said no?


	3. Chapter 3

Chloe picked up her phone on the second ring.

"Chloe? Want to go to The Grotto today?" Clark's voice asked.

Looking outside, Chloe frowned at the overcast sky. "Uh, Clark, it's kind of nasty today. Looks like rain."

"Only here. It's clear up north and still warm enough."

Still looking at the threatening sky, she replied, "You sure? I still don't want to get rained on at super-speed. Might be time to admit we are done for the season."

Clark's voice sounded strained and kind of...panicky. "I'm sure. We leave in the next 20 minutes, we'll be fine, I swear!"

Sighing, Chloe gave in. It would be nice to go along one last time, even if she did get soaked on the way. After all, getting rained on and swimming would be basically the same thing, right? "Alright Clark. Be here in 15."

His voice was relieved and excited. "Great! See you then!"

* * *

Shelby was smart enough to stay in the farmhouse dry and comfortable. Because, as Chloe had expected, they did get rained on.

And rain hitting you at super-speed HURT!

Clark wrapped himself tightly around her, blocking most of the impacts until they cleared the stormfront. Thankfully the storm wasn't very large, and Clark had been right about it being clear up north.

When they reached The Grotto, though the air was slightly cool, a dip of the toe into the shallows indicated the pool was still quite warm. Chilled from the rainshower, Chloe unslung her totebag, discarding it on the beach. With a single motion, she reached down, grasped the end of her cover-up dress and pulled it up and over her head. Kicking off her sandals, she made her way into the warmth of the water, letting it soothe her muscles.

She heard an indrawn breath behind her, and turned to see Clark ogling her from the beach. But his eyes were wide with alarm, not...that other look he sometimes got. The look she ignored. Except for that one time...she squashed that memory quickly, focusing on the now instead. "Clark? What's wrong?" she asked.

"Oh, Chloe, I'm so sorry..."

"What?" Then looking down, she saw what he meant. Her side that had been exposed to the pelting rain was red and angry. Looking at the marks, she worried it might bruise, even though she rarely did.

Then she heard the water sloshing and Clark was at her side. "Let me see..." he told her, taking her arm in his large, strong hands. His powerful hands began working her arm gently. She knew he could bend steel with those hands, but on her, they were gentle and soothing. She found herself relaxing into his ministrations unconsciously. She lean back against Clark as his strong hands worked over all the spots that the driven rain had made so tender. Eyes closed in pleasure, she gave herself over to the touch. How many times had she dreamed of Clark's hands on her? And now, they were.

Eventually, his hands stopped working, and his voice came soft and gentle to her ear. "Chloe?"

"Hmmm?" she answered dreamily, aware that he still hadn't let her go. She was glad of that, because she wasn't sure she could stand...and wouldn't it be awful if she drowned in their lovely pool?

"Does that feel better?"

"Hmmm."

She heard his deep laugh and it made her smile and finally open her eyes. Rubbing the bruised area on her arm, which now only had a slight sting, she asked, "How did you learn to do that? It only stings a bit now when it was really sore before."

"From my dad. He rubs down the horses the same way with liniment when they might bruise."

Laughter bubbled up at an absurd thought. "So you treated me like a horse?"

He grinned widely in reply. "Well, I thought it was more likely to help than my mom's treatment."

"Oh, and what is that?"

He smiled teasingly, "She'd just offer to kiss it and make it better."

In her relaxed state, Chloe's mouth ran away without checking with her mind first, and she replied, "Oh, I don't know. Sounds like it could be pretty effective to me."

She thought she caught a quickly drawn breath from Clark, which made her realize what she'd said. She tried to backtrack. "I mean...It's pretty much better now, so...yeah." Embarrassed, she tried to move away, but Clark caught her hand in a firm but gentle grip. Turning back to look at him, he gave her a warm and teasing smile.

"But it still hurts?" he asked, eyes dancing.

Not sure how to react to flirting(?) Clark, she knew her answer sounded nervous and unsure. "A little, but I'll be fine. I've had much worse, and- "

Smiling, he replied, "Well then, maybe I should try mom's treatment..." Then before she could protest again, he lifted her hand gently to his lips, and holding her gaze with his brilliant blue eyes, he placed a firm but gentle kiss on the back of her hand.

The princely action was too much, and suddenly her nervousness transmuted into a fit of giggles. "Clark, stop being ridiculous. I'm no princess for you to kiss my hand."

Something flashed in his eyes, but was gone a moment later, making her wonder if she had seen it at all. Then his smile was back. "But does it feel better?"

Her laughter tapered off, but she was still smiling as she replied, "Yeah, my hand feels super."

Still holding her gaze, he lifted her hand so he could bring her forearm up to his lips and placed another soft kiss there. "Better?" he asked, his eyes turning deeper.

This time the laughter was gone from her voice, replaced with a quivering sort of feeling. "Yeah..."

She found herself trapped in his hypnotic gaze. His lips trailed up her arm to her bicep, but he never released her arm or her gaze when he planted a kiss on her upper arm as well.

"Better?" he asked again.

"Yeah..." The single word seemed to catch in her throat.

Oh god, was this happening? Or was she just dreaming and any minute now she'd wake up alone and sweaty in her own bed...?

Pulling her close to him, Clark ran his lips from her upper arm, and moving around her, to her shoulder. She knew she should stop him, but with a light pressure, he placed a kiss on her shoulder, just next to the strap of her bikini top. Chloe shivered with quickly mounting excitement as his husky voice near her ear asked, "Better?"

 _Oh God, Oh God, Oh God..._

She had to stop this now. She couldn't let some friendly, teasing game for him get her heart all twisted around in knots. She'd been caught in that trap too many times before... She forced herself to calm and step away from him, rubbing her arm as it to erase the phantom kisses he'd left there. "I wasn't hurt on my shoulder, Clark, but thanks anyway. I feel much better now."

"Chloe..." He caught her hand again, forcing her to turn back and face him. She demanded that her body stay still instead of rushing back to join him...despite what the blood singing in her veins clearly wanted.

He didn't release her hand, but he ran the other through his hair in a nervous gesture which gave her pause. "Clark? You ok?" Then a thought struck her, and she moved quickly back to him.

Grabbing his chin in her hand, she forced him to look into her eyes as she searched his clear blue gaze for any signs of meteor rock sickness. "Were you exposed to some kind of Red-K? Someone hack your mind or body swap you again?"

* * *

 _What?_ Clark thought, confused by the sudden change in subject.

This was definitely not going as he had expected it to. Especially considering it had been getting really...encouraging there for a moment. Still, Clark decided to press on.

Pulling his chin away, he said in an exasperated voice, "No, Chloe, it's nothing like that..."

Her voice sounding sympathetic, and open, Chloe gripped his hands in her own clasped grip. "It's OK, Clark. You can tell me anything. I'm your friend."

Friend. Always just friends.

But he didn't just want to be friends anymore, and he knew it was now or never.

He took in a big breath, then let it out slowly, forcing the words he had wanted to say to her for months out, he asked, "But what if I don't want to be friends anymore?"

* * *

A bolt of pure pain stabbed into Chloe's chest, followed an instant later by anger. After all they had meant to each other, after all the camaraderie spent in this place, _their_ place, and _here_ he says they doesn't want her friendship anymore? After keeping his secret and protecting him from goodness-knows-how-many dangers, including dangers from himself, and he tells her _now_ that he wants her out of his life?

She wanted to hit him. To hurt him the way he had just hurt her. But she knew striking him would just hurt her, not him. So instead, she used her best weapons. Words.

"Fine," she spat. "That's just fine. You want out of this friendship, I won't hold you back." And suddenly her anger drained away, and the pain returned. Her voice sounded choked as she continued, "If that is how you want it, I'll let you go. I'd never try to hold you back, Clark. Surely you know that." She sniffed. "I know what a hero you can be, and maybe I thought I could stand by you, but if you don't want me...don't need me, I understand..."

She turned away before she could see the look of horror cross his face.

* * *

 _Wait, what had just happened?_ He had been trying to tell her that he...then Clark realized how he had phrased it and instantly kicked himself mentally. Was foot-in-mouth a Kryptonian condition or was it just him? He chased after her, and gripping her shoulder spun her back around.

"No! No, Chloe! That isn't what I meant! What I meant...I mean...what I was trying to say was...I-I just..."

Now her cheeks flushed with color and he couldn't tell if it was still upset or anger again. "Just spit it out, Clark!"

"I'm in love with you, Chloe!" he shouted at her.

* * *

 _Wait, what?_ Chloe's mind just... _stopped_ at Clark's words. "You-you love me?" she asked in shock. "Me. Chloe. Not Lana. Not Alicia. Not -"

Clark let out a relieved breath, then smiled beautifully. "Yes, Chloe. I've been wanting to say something for a while - even before the kiss - but I was afraid."

"Afraid?" What could Clark possibly be afraid of? He had to know how she felt about him...didn't he?

"I was afraid that you wouldn't want to risk our friendship, especially after the last months since you learned my secret. You are so incredibly important to me, Chloe, but I couldn't hold it back anymore. I know you probably don't feel the same way, but..."

What? Did he really not understand how she had been fighting her feelings for him all this time? Did he really not know? How was that even possible?

Then she thought back and remembered...how after the Spring Formal she had told him it was better they just stay really good friends...then how cold she had been after their almost-kiss in The Torch (though he had eventually told her it was really Lionel Luthor that had taunted her so)...

And how she had turned away from him after he had kissed her right here in this pool.

But she also remembered how when had opened her own heart to him after the meteor-rock Gatorade incident and he had shut her down. Gently, but still he had been clear he didn't see her the same way she saw him.

But that was before. Before she had known who and what he really was, and loved him not in spite of his differences, but even more because of them. With his powers, he could go to the the dark side more than any meteor freak, but he didn't. Because in his heart, he was Clark. And even without powers, he would always be a hero. Her hero.

But between what she had seen as Clark's unshakable devotion to Lana Lang, his rejection last year following the pom-pom juice episode, and taking on the role of sidekick, she had resigned herself to BFF and nothing more. Maybe her denials had grown thin since their kiss in these waters, but now she couldn't ignore the truth anymore. She couldn't keep telling herself it was a mistake. Couldn't keep telling herself to guard her heart, that it wasn't safe in his keeping.

Because now, here he stood, his eyes guileless and hopeful as it was now _him_ opening his heart to _her_.

Should she risk it and tell him how she felt? Or was this a trick or some sort of possession as she had first suspected? She'd had her heart stomped on too many times by Clark's heavy tread, not have reservations.

"So just be be clear..." she said. "You are in love with me? Chloe Sullivan? The blonde ace reporter? You aren't confusing me with Lana the brunette princess?"

Clark gave her a sheepish smile. "Yes, Chloe, you. My best friend and...maybe more." He paused, then continued, "I thought it appropriate that I tell you here, since this is where I fell for you."

Something hard-shelled inside Chloe began to thaw. Was it true he had fallen for her? And here? She knew he had never come here with anyone else except her and Shelby, but she hadn't realized this place had meant as much to him as it meant to her. It made her feel important. Treasured. "Why did you wait so long to say anything? We've been coming out here for months now, " she asked.

He shrugged again. "Like I said, I was scared. But then as the season started to change I became even more afraid that our time here would end, and I still wouldn't have told you. So we'd go back to our normal lives and I couldn't bear that thought anymore." He moved close to her again, to the point where she had to tilt her head back to continue holding his gaze. "I had to be sure you knew I loved you, even if that was all it ever was. That even if you still just wanted to be friends, that you knew that I wanted more. And I had hoped..." he trailed off, but his look grew intent. "You might feel the same way." He backtracked quickly. "Or maybe that you could."

She felt tears of joy sting her eyes as the words poured from her. "Oh, Clark. Don't you know? I've been in love with you since we were in 8th grade."


	4. Chapter 4

_Oh, Clark. Don't you know? I've been in love with you since we were in 8th grade._

Clark's heart started beating wildly at Chloe's words. She was in love with him - had been in love with him.

She had just been as scared as he to admit it. Maybe even more so, since she had put herself out there before and he he had rejected her.

God, he was an idiot. All that time wasted, when he had been too blind to see what was right in front of him.

Well, he wasn't blind now.

"Chloe..." her name tore from his throat in part wonder, part joy, part disbelief...and all gratitude as he bent his head to kiss her in the waters of the pool once again.

Though the brightness of tears made her eyes look like mossy green pools, her face tilted up to meet his as it had before.

Her kiss was sweet and addictive, and he knew that now that he had her, he'd never give this up. Her arms twined around his neck and she crushed her small body to his, causing small waves to lap at their bodies in the water. Their lips slid together, tasting and teasing. Remembering the beauty of her wide grin, Clark nibbled at her lips. Chloe was often accused of having a smart mouth, but now as he teased and tasted it, he could only think of one word to describe it - sweet. Honeyed and full, he could spend all night exploring her lips. He slid his tongue along the seam of her mouth, and he felt her own tongue slide to caress his, and he was lost in the new sensation.

His dreams, his memories of kissing Chloe didn't come close to the real thing.

As if she was on a parallel thought, Chloe broke their connection briefly to ask, "Is this real? Is this really happening?"

Hearing the vulnerability in the question, he grasped her face with both her hands until her hazy eyes opened and settled on his. "Yes, Chloe. Almost too late, yes, but this _IS_ real."

Then he bent his head again and kissed her for all he was worth. He'd made mistakes before, letting chances slip him by, but not anymore. She had said she loved him, and he would make sure she knew he felt the same. 

* * *

_Oh god, oh god, oh god._

Clark was kissing her, and not just kissing her, but kissing her as if he never intended to stop.

She really wanted him to never stop.

The secret pulse seated between her legs, surged at the thought of what _that_ could mean. Could it be true? The way Clark was kissing her, the way his hands were - OH God! His hands! Clark's hands had moved from her face and were grazing over her body, leaving trails of heat in their wake. She had limited experience with such things, but never had a touch set her afire like this. His hands were skimming down her ribcage, but his thumbs were tantalizingly close to the underside of her breasts. Groaning she strained against him, thrusting her aching breasts against the hard planes of Clark's torso. You could do laundry on the washboard strength of his abs. Then she realized, what she felt wasn't just his abs that were rock hard. There was an insistent pressure against her stomach as well.

That more than anything convinced her this was real, because even in her fantasies, she hadn't dreamed it would be quite so...impressive. She shifted her hips to bring her into fuller contact with him, her body liquid and pulsing with excitement.

Then all her building fantasies came crashing down when Clark groaned, "Chloe, stop." 

* * *

Oh, god, he couldn't take this! Chloe's sweet, soft body pressing into his painfully hardened body with nothing between them but stretchy fabric and warm water was too much.

He really hadn't thought beyond telling Chloe about how he felt. It hadn't really occurred to him that she could want him physically as much as he had wanted her. After all, they touched all the time, friendly-like. Though maybe sometimes it was more than friendly. Or maybe more than sometimes. Like when he crushed her in a hug and enjoyed the feel of her breasts on his chest. Or how he would brush a stray lock of hair from her beautiful face, just to feel the silky texture. Or how he would take her hand, just to feel its smallness in his own. Honestly, he knew it had gotten a bit ridiculous of late, how often he needed "comforting" from her. All just so he could feel her. Last week, he'd considered asking her for a reassuring hug when his favorite red jacket needed to have a button fixed.

Had she been thinking the same things when she would run her hand down his arm? Or when she had responded to his hand on hers by running her thumb over his knuckles?

But for all the touches, he'd never guessed at the heat that would boil up between them. It was unlike anything he'd ever imagined, except maybe for their last kiss here. And even then, he'd almost convinced himself his mind had exaggerated it in the months since.

But no, kissing Chloe and holding her tight like this felt akin to the fire of the boiler he'd been locked in sophomore year.

How would he ever keep her safe from him if it was like this between them? Was it fair to risk her? No, he couldn't do that. He wrenched himself away from the flame of her touch and the fire of her kiss. It was one of the hardest things he'd ever done.

His voice came out in a painful groan, "Chloe, stop." 

* * *

"What?" Chloe asked, dazed and confused as he pulled away from her.

She looked up to see Clark's face through lust-blurred vision. "What's wrong, Clark?"

"We have to stop...I-I can't..."

Stop? She had thought they were just getting started. Then an awful thought struck her, chasing away her lust-haze. _Was he was already regretting this...?_

Stepping in her usual defense - humor, she forced herself to say, "What are you talking about Clark? Because as far as I can tell, you certainly can." She looked down pointedly at his tenting crotch.

Blushing Clark, replied, "I mean, I can't because I'm afraid I might hurt you."

Relief instantly flooded through Chloe. He wasn't rejecting her! Clark was just being noble and stupid...as usual. She knew her foolish grin must seem at odds with the sharpness of her words. "Clark, that's crazy. You won't hurt me."

He was looking at her with a mixture of confusion and self-sacrificing pain. "Chloe, if I lose control..."

Chloe cut him off with a gesture, "Clark, how many times have you hugged me?"

Obviously confused - and for some reason, blushing - Clark blinked at her. "Uh, what? I don't think-"

"How many times have you hugged me, Clark?"

"Lots, I guess. Pretty much since 8th grade."

"And how many times could you have crushed me?" she asked pointedly.

"What!?" He cried, obviously upset. "Chloe, you aren't making sense!"

Feeling slightly annoyed now, Chloe snapped, "Just answer the question, Clark!"

"At any time, I guess. I've always been strong, even as a kid."

"So in all those years, you could have crushed me, but you never did. Why not?"

"I'd never do that to you, Chloe!"

Chloe smiled radiantly in response. "Exactly."

Clearly confused and frustrated, Clark ran a hand through his hair. "No, Chloe, it's not the same."

"Why not?"

"Because I'm afraid I could lose control while we...you know...and I could hurt you!"

"Clark, I love you, but that is just stupid." 

* * *

Clark looked at her, feeling hurt. It wasn't like he didn't want to. Why wouldn't she understand?

She stepped forward again, and took his large hand in her much smaller one. Then looking up at him, she said, "Clark, you are letting fear stand in your way. Nothing more. You've had your strength you entire life. Your heat vision for three years. You know how your powers work and when to use them or not." She placed her free hand over his still-pounding heart. "Your powers are part of you, part of what makes you so special. Learn to trust them, trust yourself. Stop holding yourself back from fear of who you are and what you can do, and embrace it instead." The smile she gave him was filled with infinite warmth and belief...in him. "Once you do that, there won't be anything you can't do."

 _Did she really believe that?_

Sensing the shift in his mood, Chloe's hand left his chest and reached up to cup his cheek, gently but firmly drawing his head down to hers so their lips were just breaths apart. Her voice turned soft and raspy, "I trust you, Clark. Including in this..."

Was she right? Was he holding himself back, not from fear of hurting her, but fear of his own powers? Looking down at her in his arms, he remembered fearing Chloe finding out his secret. He'd been afraid to trust her, but she had known for months - even before he knew she did- and during that entire time she had done nothing but support and stand by him. Chloe had even come to his rescue unasked, stopping Lex from following him to The Fortress, without him even knowing of the danger posed by the other man.

He'd been wrong not to trust her before...so maybe it was time to trust her - trust himself - and embrace the freedom she was offering.

Without realizing it, Clark let go of the hard knot of tension that had been sitting in the pit of his stomach as the passion built inside him. It wasn't until it was gone, that he realized it had even been there at all. He had gotten so used to that sinking feeling holding him back, ever since his his powers had returned after he and Lana had...done what they had. But with Lana, he knew he couldn't ever let go. With her, it wasn't just about fear of his own power with her, it was fear of showing her he had powers at all. He wasn't sure why, but he knew he couldn't share his secret with her, no matter how much he might have thought he wanted to.

But with Chloe, it was different. She knew and she accepted - No, not just accepted...Chloe loved him. Alien, powers, and all.

As the tension left him, warmth that replaced the cold knot in his stomach. A warmth he always felt around Chloe. A warmth that was quickly transmuting into fire. That was newer between them, but just as welcome, for it was the heat of desire unshadowed by doubt. Her lips looked red an bee-stung from his kisses, and her skin was flushed a beautiful pink color from his touch. Seeing her that way, Clark embraced the heat, as he embraced Chloe once more.

"Alright," he whispered against her parted lips, dragging her hard against him.


	5. Chapter 5

_Oh wow..._ Chloe thought as Clark's mouth slammed down onto her own with a searing and almost frantic passion.

When Clark Kent gave himself over to something, there really was no holding back. And boy, could he kiss! She wound her arms around his neck and pressed her body as close to his as she could. Her breasts were sensitive even through the fabric of her bikini top where she pressed against the hardness of Clark's torso. It made her groan into his mouth. Clark responded by moving his hands back to her body, resting his large palms on the indentation of her waist. She felt him squeeze slightly, and she suddenly realized he appreciated her curves. That knowledge made her feel beautiful and sexy in a way she never had before. Maybe that crazy black goth outfit she had somehow acquired for her last birthday wouldn't be such a bad look. Then his hands moved up her sides, until his thumbs once more teased just below her covered breasts. She ached with her need for him to touch her, and as he hesitated she feared he would once more draw away...then she felt him tug at the knot holding the front of her top closed. The normally tight and difficult knot untied easily in his strong hands, reminding her that he was used to working knots on the farm. He was a regular boyscout at some things, she thought laughingly to herself.

Letting the top slip off her arms and into the water with a _plop_ , Chloe felt at once exposed and incredibly wicked. She'd never been topless outside in her entire life, but now here she was in this secluded pond with Clark Kent gazing at her like she was some sort of water sprite come to him. Feeling sexy and dangerous, she moved back into him again so that her bared breasts traced against his hard torso. Clark sucked in a breath, and she saw him hesitate for just a moment before he brought up his hands to grasp her full breasts. His palms were large, but not callused in the way she would expect of a farmer's. She wondered if Kryptonians even got calluses. Clark's hands were firm and strong, and very warm on her delicate skin. He squeezed gently, and then slightly harder as she pressed herself more into his grip. She wanted him to hold all of her. Her breasts had filled out quite a bit the last few years, and she had been annoyed as she outgrew many of her favorite tops. Until now. Now she saw they were just the right size to fill Clark's hands. That made her suddenly love the larger size in a way she never had before.

"Oh, God, Chloe...you are so beautiful..." she heard Clark moan.

Then the word was spinning, and water flailed out around them as Clark lifted her out of the water and into his arms. Cradling her against him as he did while they ran, he slogged the yards between them and the shore. She saw that Clark had thoughtfully spread out the blanket after she had dropped the bag and rushed for the water. Gently, he laid her down upon the blanket before settling down next to her. She shivered slightly, but knew it was because of the fires burning in Clark's blue eyes and not due to any chill in the air. With that gaze on her, she'd never feel the cold.

Then, leaning over her, Clark moved to kiss her again, but in her eagerness Chloe grasped onto the dark thickness of his hair and dragged his mouth down to hers. Stretched out on the beach this way, the difference in their heights became less obvious, as Clark's body moved to settle on her own, using his powerful forearms to keep his weight from crushing her. The hardness of him now resting between her thighs built a desperate passion in her. She ran her tongue along her corded line of Clark's shoulder, collecting droplets of cool water on her tongue. She wished she could nip at his earlobe, but feared his steel-like skin would damage her teeth instead, so she settled for outlining the curl of his ear with her tongue.

Clark groaned in response and she guessed that his ears, which were so sensitive to sound, might also be sensitive to touch. So she teased and licked his ears, which made him groan and wiggle in a way that made her think of Shelby getting his own ears scratched. She had to hide her smile against his neck, because she doubted Clark would appreciate being compared to his dog right now.

Then Clark was looking at her again, and her humor fled as she saw his eyes. His eyes, normally a clear and guileless blue had gone deep and dark as he shifted down her body. She knew what he intended before he got there, but she was unprepared for the sheer shock of sensation as his mouth closed around her right breast. Her body arched into a bow as she instinctively tried to press herself even deeper into his mouth. Clark's tongue, which so often tripped over all the wrong words, was clever and nimble on her breast. Clutching him tightly to herself, she pressed her hips against his torso as she sought a matching friction below to join the pulses his mouth caused above. She let out a half-whimper when he stopped, but he was only moving to give her other breast equal attention.

Then, shockingly, she felt his hand moving between their bodies...heading south. Chloe stopped breathing.

* * *

Chloe's body was a marvel. The breasts he'd been lusting over for months were even more full and perfect when fitted into his hands or mouth. He wondered why she had been hiding them for years now. She used to wear lower cut tops, but they had disappeared in favor of little cap-sleeved blouses. He found himself hating cap-sleeved blouses for just a moment, before remembering that they weren't in his way right now.

As he moved down her body, Clark was fascinated by Chloe's stomach. Smooth pale skin, untouched by the freckles that sprinkled her upper torso and the soft as silk as he ran his open palm over her. He wondered at the taste of such skin. Would it be sweet as her breasts and lips? Dragging his mouth away from her beautiful breasts, he let his mouth trail behind his hand until he hit the band of her bikini bottoms. He had always seen them as small and sleek on her, but now they seemed a barrier to great mysteries. Closing his eyes, briefly, he opened himself to her scent. Clean and fresh from the waters of the pool, but with an underlying spice. Something sweet, but with a bit of a bite like cinnamon or licorice. And below that, another scent, subtle, but unmistakable. The scent of an aroused woman. It nearly drove him mad.

He had a vague idea of how to perform oral sex, but had never actually tried it. He'd wanted to with Lana, but she had stopped him saying it was "icky." Looking up Chloe's quivering body and subtly thrusting hips, he knew that she wanted it as much as him, if not more. He moved his fingers to hook into the sides of the red bathing suit bottoms and carefully dragged them down her legs. Then feeling suddenly playful, he pulled the stretchy fabric until it snapped between his fingers and across the blanket. The action loosened some of the tension that had formed when they both realized Chloe was bared before him.

It was strange, but this was his first time really seeing a naked woman. With Lana, it had always been by firelight or under covers. But here, Chloe lay before him in the dappled sunlight of their forest retreat, bare and beautiful as some sort of water nymph come to rest on the shore. He had to smile that between the two of them - him the alien from a destroyed planet, and her a naked woman flush with passion - she seemed much more the exotic creature. He sent a silent prayer of thanks to Pete for the old copies of Maxim magazine hidden in the springs of the barn's couch. The key to his ship had been hidden and found a half-dozen times in that barn, but the magazines had remained safe. Maybe he should reconsider his priorities in hiding spots...

But now, he'd put the instruction from those magazines to good use. He started by exploring her with his tongue, as Chloe shifted under him and cry out in ecstasy. The taste...oh god...the taste. He would die happy if everything in life tasted like Chloe. When he found the tight little nub, Clark felt like he had solved the riddle of the caves all over again. Then thinking how Chloe had told him to embrace everything he was, Clark began drawing the symbol of his family crest with his tongue on her. Declaring both who he was, while also marking her as his own.

* * *

The things Clark was making her feel were indescribable. She thought what the little toy Lois had purchased for her was amazing, but Clark was...out of this world. Her body pulsed and sang, sending shocks of sensation through her as his tongue teased and flicked. But she forced herself to hold back, fighting her own body in an effort to extend the pleasure to its greatest infinite peak. Panting and clutching at Clark's thick hair, she held on for dear life, her own head tossing to and fro in ecstasy. She was glad he was invulnerable, otherwise he'd be bald as Lex about now.

* * *

The way Chloe was moving under his mouth and hands was erotic in a way Clark had never imagined. Not even in his fantasies had he guessed she would respond this much. Her hips pulsed in rhythm that had his own hips pumping in instinctive reply. Her wordless cries and desperately grasping hands made him feel even more powerful than when he stopped bullets cold. After all, bullets were always mindless, but it was him that made Chloe so.

He made a snap decision to attempt something he had never before considered. Something that only he could do. He put on speed in the same way as he would if he were running, but instead of focusing the power in his feet and legs, he sent it to his tongue.

Chloe released an ear-splitting shriek of incandescent pleasure that sent all the little fish in the nearby pool to hiding under rocks. Clark felt pulses of sensation rip through her as Chloe came gloriously.

* * *

... _I think I may have just died..._

Chloe's mind took a very long time reassemble itself. Her body took even longer, as Clark moved to hold her still-shuddering form as the last aftershocks faded. When her mind's wheels finally started turning again, she met Clark's grinning expression with one that still felt dazed. "Wow. Just wow, Clark. That was..."

"Good?" he supplied expectantly looking down at her where she was curled against him.

"No," she answered dazedly.

Clark's face fell, until she quickly continued, "That was incredible. How did you...?"

Clark blushed, which Chloe found funny since she was the naked one that had just screamed like a banshee. Or maybe like Bigfoot. This was Canada, after all.

"I read some articles..." Clark replied.

"Ha!" Chloe responded, pushing lightly at Clark's chest. "I knew you had newsprint in you somewhere." She chuckled. "It just wasn't for my kind of stories!" she teased.

"Oh, I don't know about that, Chloe. You seemed to enjoy my reading material too." He grinned at her wickedly.

That surprisingly snappy retort from Clark, set her to laughing again.

Still smiling, Chloe draped herself over Clark's chest to meet his eyes. As she watched, she saw the laughter in his eyes turn warm as his gaze ran down her still-naked body. Watching that stoked fire build in him, Chloe felt her own heat rise to meet his once more.

Feeling reckless, Chloe found she wanted him to feel a measure of what she had. So she shifted her hips just enough for her to slide a hand between their bodies. When she found the hard line of Clark's shaft through his damp swim trunks, she trailed her fingers up the thrusting shape. She felt his sharp inhale and the shudder that ran through his body at the contact.

"My turn," she told him silkily, giving him her best seductive look, and moving her body over his.

* * *

 _Could any sight on earth be any hotter than a naked Chloe Sullivan moving to straddle his hips?_ Clark thought.

Though his hips were slim compared to the rest of him, he was still a large guy, so her legs were wide spread across his middle. The damp fabric of his bathing suit should feel clammy on his skin, but the core of her just on the other side of the fabric radiated heat. Clark had a hard time thinking, knowing that thin layer of fabric was all that separated their bodies from joining.

* * *

 _Oh God, he was so beautiful._ It was almost unfair for a man to be this gorgeous, with acres of taunt golden flesh spread over hard planes of muscle. Clark could be a model, but he never seemed to notice his own beauty. Mostly his shirtless gorgeousness was wasted on cows and corn.

There was something wrong about that. She should really step up and appreciate it for him.

His skin was almost fever-hot, but she had seen the glimmer of fire in his eyes earlier and guessed that was just part of his physiology. Though she felt feverish herself.

Actually, maybe that was actually what was happening here - this was a fever dream. That was certainly more likely than that Clark had just given her mind-blowing oral sex in a mysterious forest grotto as he looked at her as if she made the stars shine.

Maybe she should test her theory.

Looking at the beautiful form of Clark under her, Chloe suddenly wanted to put her hands and mouth over every inch of him. Every time she'd ever touched him, a touch that she'd made light and platonic, came back to her as an unfulfilled promise. Leaning forward, she ran her tongue down his hard pectoral, collecting stray beads of water on her tongue. The water was crisp and his skin was clean and slightly hay-smelling. The detail of it too real to be a fantasy, and she felt her body shiver in excitement at the realness of it.

And suddenly, she wanted it all to be real.

Scooting down to Clark's thighs she carefully untied the drawstring holding on Clark's bathing suit. Then catching his hot eyes for a moment, she gently pulled the clinging fabric down, freeing his shaft. Working together, they got the suit off his legs and kicked away, leaving Chloe sitting across Clark's legs with a very impressive, very aroused...view.

"Wow," Chloe breathed, blinking.

* * *

 _'Wow?'_ Clark thought. _'Wow' was good, right?_

He knew that physiologically speaking he looked like a human man _there_ , though somewhat larger from what he could tell from glimpses in the locker room. And Lana hadn't seemed to think he was any different, though he'd lost his powers when they had been together, and thinking about it, it was dark for her too so maybe she hadn't really seen much of him either.

But Chloe was...staring.

He was just about to ask if something was wrong, when he saw her lick her lips and the brains that were not south of his navel just... _stopped._

* * *

Chloe had limited experience with performing oral sex, having only done it once with the boy she'd wasted her useless virginity on. And even then, she'd mainly been curious about it and not particularly turned on by the idea. She'd heard guys thought it was just about the best thing ever, and Jimmy had seemed to like it, though she had stopped before he came. Some instinct told her that if she let him finish, she would've remained a virgin that night and she hadn't wanted that.

But looking down at Clark, she desperately wanted to taste him. She wanted to run the flat of her tongue over him. She wanted to see how much of that hard length she could take into her mouth.

Leaning forward, she traced the velvet-over-steel texture of him. When he jumped, she almost laughed aloud at his body's betraying eagerness. She took the staff of him in a firm but loose grip. Clark's eyes rolled up into his head in a way she had only seen happen to people about to pass out, but the groan of pleasure he made told her he was far away from losing consciousness. Feeling emboldened, Chloe gently flicked her tongue across him, and Clark's hips jumped spasmodically as a strangled noise escaped his lips.

Teasingly, Chloe ran her tongue around him, as she slid her hand up and down. She noticed Clark's hands digging into the blanket as he held himself in check. She was happy he recognized that he couldn't hold onto her the same way she had held onto him. Smiling to herself as she teased him, she knew she was right. He hadn't really feared losing control, he had just feared the parts of himself that were different from humans. But from what she could tell, different was very, _very_ good. Wrapping her lips around him, Chloe slowly started sliding her mouth down over Clark. His breath hitched then seemed to stop as he focused on the sensation. Hoping to test her theory further, Chloe began moving hand and mouth in tandem over him, slowly at first, then faster. She could feel the twitch in his hips as he fought not to thrust, but the jerky movements along with his gasps of pleasure told her she was doing it right. She heard Clark gasp out, "Chloe, I'm gonna...", but instead of pulling away as he expected, she purred deep in her throat in anticipation. It was that vibration transferred through him that set him off. With a cry, Clark's hips spasmed as he orgasmed.

Pulling away from him, Chloe looked at a dazed and blissful Clark. Smiling, he gave her own words back to her. "Wow. Just wow, Chloe."

* * *

It took Chloe a long moment to realize that maybe she shouldn't have let Clark come. She had so wanted him to feel the same sort of mind blanking ecstasy that she had, it hadn't occurred to her that as a guy he would need recovery time between...things.

She was just about to tell him that it was alright if they didn't have sex today when she felt something stirring against her leg. Looking down, she saw that Clark was already filling out again...though to be fair, it hadn't really gone down to start with.

Looking up to meet Clark's gaze with wide, surprised eyes, she said, "Wow, Clark. That's...impressive. Who would have thought the little green men UFO chasers have been worried about for years would be sex gods?"

"That's Mars. I'm from Krypton." Grasping onto her hips to keep her steady, Clark flipped her into her back again with a grin. "And I have no idea if they are sex gods."

* * *

Chloe felt Clark moving into position against her. She was so ready, she could tell it was an effort for Clark to pause.

"Tell me you want to do this, Chloe. If you don't, I'll stop. I'm not sure how, but I will." She saw the lust and the barely held back power of him as he waited for her reply. In response, she lifted her hips and wrapped her legs around his waist, impaling herself on his hard length with as glad cry that echoed through the little grotto.

When she had seen the size of him, she had felt a moment of trepidation, not entirely sure he would fit, but as he slid home, all she felt was complete. Her ready body adjusted to fit him, but held fast and tight, as if even there she unwilling to lose any contact. When he shifted to withdraw and plunge back in, her muscles clenched around him in exquisite pleasure. It felt almost as if she had been made for this with this man, and they just hadn't known it until this moment. Remembering the letter she had once written, she thought that maybe he had just needed to grow into her. She gasped as Clark thrust powerfully into her.

 _Well, he certainly had grown up to par._

Then all thought was lost to her on waves of sensation.

* * *

Burying himself in Chloe's body was a pleasure unlike any Clark could have thought up. Her body was all that was hot and welcoming, and the way they fit...he'd never have guessed the tiny blonde would meet him so perfectly. Her lightly muscled calves held him with surprising strength and her heels dug into his buttocks encouragingly. But her face as he thrust in her... _Oh God, she was beautiful._ Her brilliant green eyes were shut, but her mouth was slightly open as she panted. Suddenly, he wanted to see the expression in her eyes as their bodies moved together.

"Chloe, open your eyes."

Her eyes opened, but their green had gone infinitely dark and deep like the finest of emeralds. He thought he would lose himself in them. Then he felt a telltale itchiness in his own eyes, and slammed his lids shut. He felt a pressure building - in his chest, behind his eyes, and...elsewhere. He knew he was close. He wasn't sure if Chloe felt the changes in him or if she was just close too, but he felt her muscles tightening as well.

"Chloe..." He choked out her name as a warning.

"Yes! Yes, Clark! Now!"

Then everything exploded in a shower of light as Chloe let out a high cry that twined in the air with his own shout of release.

* * *

Chloe opened dazed eyes once more, confused by the mistiness of her vision. A sweet smell drifted on the air.

"Clark?" she asked, confused.

"Hm?" He replied conversationally.

"Clark, why is it misty? And sweet?" Cataloging the strange sensation on her skin, she added, "And sticky?"

She heard a rumbling chuckle move through him and she slapped lightly at his bare back. "I'm serious!"

Clark lifted his head from where he had pillowed it against her breasts and met her gaze. His eyes were heavy lidded with contentment, and his irises had returned to their normal clear blue. Looking around, he finally saw what she meant. Shrugging, he rested his head back onto her breast, mumbling, "I think it was the sodas."

"What?"

"My heat vision went off. I think I hit the sodas you brought."

"You vaporized the sodas?"

"Yeah. Sorry."

Chloe was at a loss for words for a long moment, but slowly the laughter built. It started in her stomach, rising up her throat until it burst out in great peals of laughter. Clark looked at her in amused confusion, which set her off all over again.

Because it would seem Clark was no longer afraid of his powers.

* * *

"Chloe?" he asked of the girl snuggled in his arms.

"Mmmm?"

"How did you know?"

"Mm?"

"How did you know I wouldn't hurt you when we...you know?"

Laughter rumbled in her chest. "Because I love you, Clark."

"What does that have to do with it?"

She laughed again, "Because it means I know and accept all the parts that make you - _You._ "

"That still doesn't make sense."

Chloe sighed, "Ok, let me put it this way...I said I was in love with you since 8th grade, right?"

"Right."

"But that wasn't exactly true."

"What?!"

"Roll with me a moment here, Clark. What I meant was that I was in love with the parts of you that I knew, even if it wasn't all of you. I knew you were holding back from me, so while I loved you, I knew it wasn't complete, no matter how much I wanted it to be. But then I learned your secret and you finally started letting me into your life - your real life - and it was like falling in love with you all over again, but for real this time."

"Alright, but..."

"No buts. That's the point. I finally knew and accepted you. The real you - powers, alien heritage - all of it. Even the parts you were afraid of, I wasn't, because I loved you and accepted they were just part of _you._ You just needed to learn to do the same."

Clark stared at her in amazement. He wasn't sure how he had gotten so lucky. After years of blindness, he finally saw the girl of his dreams had been his best friend all along. "Chloe, I-I don't really know what to say, except maybe 'thank you'."

Chloe stretched in a way that was shockingly seductive against him before replying, "I can think of better ways for you to show your appreciation, after you recov..." Her words trailed off as she saw his 'recovery' was well underway already. "Wow, alright then."

Leaning over her, Clark lifted her in his arms, both of them still naked as the day were born. He carefully carried her back into the water of the pool.

"Clark! What are you doing?" Chloe cried in surprise, but with more than a little curiosity.

He smiled with a wicked gleam in his blue eyes. "Getting ready to thank you again."

"In the wate-" Once more, Chloe's words cut off, as she caught his expression. "Wow, Clark, I had no idea you'd be so...creative."

"Well, I've had a long time to think on it, you know." He grinned at her, as the warm water lapped at their naked bodies.

Chloe replied with a wicked grin of her own. "Me too."

They didn't leave the water for a long time.

* * *

A few days later, Clark pulled up in front of Chloe's house. She had called and asked him to go swimming, and though The Grotto would be too cold for her now, Crater Lake would still be open. Clark tried not to be too disappointed, knowing that going to the lake would mean a return to Chloe's old one-piece suits and frumpy cover-ups. He would certainly miss her cute bikinis, even if he now got to see what was under all those clothes. Looking down at Shelby working sympathetic eyebrows at him, Clark knew his sigh of disappointment had been all too audible.

He rubbed the dog's head affectionately. "You don't care what she wears, do you boy? Just so long as she rubs you and tells you how beautiful and wonderful you are." Clark chuckled to himself, thinking that actually sounded pretty good to him too, especially if she did it naked...

Clark was so distracted by the fantasy, that it took him a moment to realize that as Chloe was walking down her porch steps, she wasn't wearing a boring one-piece or a formless cover-up. She was in her red bikini. The one he _really_ liked.

Maybe she didn't remember that The Grotto would be too cold?

"Uh, Chloe, you know we can't go back to The Grotto, right?" he asked as she climbed into the passenger side of the truck's cab. Shelby had helpfully hopped into the backseat.

She smiled at Clark beautifully. "I know. I figured we'd go to Crater Lake."

Clark took a long moment to look her over the the hot little red bikini before bringing his eyes up to meet hers. He felt his face stretch into a grin. "Alright, Crater Lake it is, then."

Shelby barked at them to get moving, and Chloe and Clark laughed in reply as the truck made its way to the lake.

\- THE END -

* * *

 _ **Author's Note:** Please leave me a review if you liked my story! I really hope you enjoyed reading it as much as I enjoyed writing it! ;D_


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